Business Proposal Form

BUSINESS PROPOSAL FORM

Proposal Identification

Proposal Number:    Date:    Valid Until:

Parties

Recitals

WHEREAS, Proposer, , is engaged in the business of providing professional services and solutions described herein; and

WHEREAS, Client, , desires to retain Proposer to perform the services set forth in this Proposal and Proposer is willing to perform such services on the terms and conditions contained herein;

NOW, THEREFORE, the parties agree as follows.

Scope of Work

Payment Terms

Total Fixed Price: $    Deposit (if any): $

Invoices are payable within days of invoice date. Late payments incur interest at per month or the maximum allowed by law, whichever is less.

Term and Termination

Term Commencement Date: .    Expected Completion Date: .

Either party may terminate this Proposal for material breach if the breaching party fails to cure the breach within days after written notice. Either party may also terminate for convenience upon days' prior written notice. Upon termination, Client shall pay for services performed and reasonable costs incurred through the effective date of termination.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (a) is or becomes generally known to the public through no breach of this Proposal, (b) was in the receiving party's possession prior to receipt from the disclosing party, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to its employees, agents or subcontractors who have a need to know, provided that such persons are bound by confidentiality obligations at least as protective as those herein.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of law. Except for liability arising from willful misconduct or breaches of confidentiality or indemnification obligations, neither party shall be liable for incidental, consequential, special or punitive damages. Aggregate liability for claims arising out of or relating to this Proposal shall not exceed the total fees paid under this Proposal during the twelve (12) months preceding the claim.

Taxes and Expenses

Unless otherwise stated, fees do not include taxes. Client is responsible for any sales, use or similar taxes imposed on the services, except for taxes based on Proposer's net income. Reimbursable expenses will be billed at cost and require prior written approval if anticipated to exceed $.

Governing Law

This Proposal and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Entire Agreement

This Proposal, together with any attachments, exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, Client accepts this Proposal and authorizes Proposer to proceed with the work described herein in accordance with the terms and conditions set forth.

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